PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 1900 Euclid Avenue, Suite 3200 Cleveland, OH 44115
INTERNAL MEMORANDUM / DOCUMENT PRESERVATION AND HOLD NOTICE
November 4, 2022
MATTER NO.: 1006-00003
FROM: Beatrice Holloway, Partner, Mergers & Acquisitions
TO: All Matter Team Members:
James Prentice, Partner (M&A / Billing Partner) Harrison Caldwell, Of Counsel (Environmental & Land Use) Grace Nakamura, Associate (Real Estate) Rafael Dominguez, Associate (Real Estate) Simone Estrada, Paralegal
CC: Calderwood & Harkness Records Management Department
RE: Document Preservation and Hold Notice — Crestline Packaging Solutions LLC / Acquisition of Allegheny Chemical Coatings, Inc. — Matter No. 1006-00003
This memorandum is a privileged and confidential attorney work product communication. It is intended solely for the use of the individuals and departments identified above. Distribution outside of Calderwood & Harkness LLP is strictly prohibited. If you receive this memorandum in error, please return it immediately to the undersigned.
I. Purpose and Directive
This notice constitutes a formal document preservation and hold directive applicable to all work product, files, correspondence, electronic records, and any other materials of any kind related to Calderwood & Harkness Matter No. 1006-00003. Each team member named above is required to read this notice in its entirety, comply with the instructions set forth herein, and execute and return the acknowledgment form attached as Section VII below.
The matter to which this notice pertains involves the environmental due diligence engagement undertaken by Calderwood & Harkness LLP on behalf of Crestline Packaging Solutions LLC ("Crestline" or "CPS"), an Ohio limited liability company headquartered at 4100 Riverside Commerce Drive, Suite 300, Dayton, OH 45402, in connection with Crestline's proposed acquisition of Allegheny Chemical Coatings, Inc. ("ACC"), a Pennsylvania corporation headquartered at 2200 Iron Works Boulevard, McKeesport, PA 15132. The engagement was opened on July 19, 2022, and the firm's work on this matter has spanned approximately fifteen weeks through the date of this notice.
As detailed more fully in Section II below, deal negotiations between Crestline and the Seller were paused on or about October 28, 2022, and the matter has been placed on dormant status effective as of the date of this notice, November 4, 2022. The circumstances giving rise to the pause are related to disagreements between the parties concerning purchase price adjustments arising from environmental liabilities identified during the diligence process. No formal termination of the proposed transaction has occurred as of the date of this notice.
In light of the foregoing, and in accordance with Calderwood & Harkness's internal policies regarding dormant matters and the firm's professional obligations concerning the preservation of client files and attorney work product, all team members are hereby directed to preserve and retain all materials described in Section III of this notice until such time as the matter is either formally closed or resumed and further written notice is issued by the undersigned or James Prentice. This directive is effective immediately and supersedes any prior informal communications regarding the handling of matter files during the pause period.
Failure to comply with this notice may result in the loss or destruction of materials that are essential to the firm's representation of Crestline, may compromise the firm's ability to resume work on the engagement if the transaction is reactivated, and may give rise to professional responsibility concerns. Each team member is expected to treat this directive with the seriousness it warrants.
II. Background and Current Status
The following summary is provided to ensure that all team members have a common understanding of the matter's history, current posture, and the reasons for the issuance of this preservation notice.
Engagement Origin. Crestline Packaging Solutions LLC is a portfolio company of Briarwood Capital Partners LP (Fund IV). In the spring of 2022, Briarwood and Crestline identified Allegheny Chemical Coatings, Inc. as a strategic acquisition target. ACC is a manufacturer of specialty industrial coatings, resins, and related chemical products, with operations principally in western Pennsylvania and the northern panhandle of West Virginia. Calderwood & Harkness was engaged by Crestline, at the direction of Briarwood Capital Partners, to conduct environmental due diligence in connection with a proposed stock purchase acquisition of 100% of the outstanding common stock of ACC.
Transaction Economics. The proposed purchase price for the acquisition was $94.5 million, based on a reported adjusted EBITDA of $13.5 million and a valuation multiple of 7.0x. Acquisition financing was arranged through Commonwealth National Bank, N.A., with Victoria Chen, Managing Director, serving as the lead relationship banker. The financing structure consisted of a $65 million senior secured term loan and a $20 million revolving credit facility. A commitment letter was signed on July 8, 2022. Importantly, the financing was expressly conditioned on the completion of satisfactory environmental diligence — a condition that has not yet been satisfied or waived. The remaining equity contribution of $9.5 million was to be funded by Briarwood Capital Partners Fund IV LP.
Scope of Environmental Diligence. The firm's environmental diligence covered four ACC operating facilities located across two states:
1. McKeesport Main Plant — Located in Allegheny County, Pennsylvania. This is ACC's principal manufacturing facility and the site of the most significant environmental concerns identified during diligence.
2. Charleroi Specialty Coatings Plant — Located in Washington County, Pennsylvania. This facility is engaged in the manufacture of specialty industrial coatings.
3. Clarksburg Resin Blending Facility — Located in Harrison County, West Virginia. This is a leased facility used for resin blending and intermediate chemical processing.
4. Weirton Warehouse & Distribution Center — Located in Hancock County, West Virginia. This is a leased warehouse and distribution facility situated on a former brownfield site.
Deal Pause and Dormancy. Following the receipt and analysis of Phase II Environmental Site Assessment results for the McKeesport facility in October 2022, Crestline proposed a significant purchase price adjustment, including the establishment of a $4.0 million environmental escrow and uncapped environmental indemnification with a seven-year survival period. The Seller, through its counsel at Hargrove, Dalton & Speer LLP, countered with a $1.5 million escrow offer and substantially more limited indemnification terms. The parties were unable to bridge the gap, and negotiations were paused on or about October 28, 2022. The Seller's counterproposal, received via email from Hargrove, Dalton & Speer on approximately October 24, 2022, remained unanswered by Crestline as of the date of the pause.
No formal termination of the transaction has occurred. The exclusivity period under the letter of intent expires on December 31, 2022, and the parties have agreed informally to a standstill during which neither side will take any further action absent renewed discussions. There remains a possibility, though by no means a certainty, that the transaction could be reactivated if the parties are able to reach agreement on the environmental risk allocation terms.
The matter has been placed on dormant status pursuant to the companion Matter Dormancy Memorandum dated November 4, 2022, which addresses billing, staffing, and client communication protocols during the dormancy period. This Document Preservation and Hold Notice is being issued concurrently with the Matter Dormancy Memorandum and should be read in conjunction therewith.
III. Scope of Materials Subject to Preservation
The preservation obligation imposed by this notice extends to all documents, files, records, communications, work product, and other materials described in Subsections A through L below. This enumeration is intended to be comprehensive but should not be construed as exhaustive. If any team member possesses or is aware of any materials relating to Matter No. 1006-00003 that do not fall neatly within the categories described below, such materials are nevertheless subject to this hold and must be preserved.
For purposes of this notice, "documents" and "materials" include, without limitation, all paper and electronic files, emails (including drafts, sent items, and deleted items that remain recoverable), memoranda, letters, notes, spreadsheets, presentations, databases, research files, billing records, voicemail recordings, text messages, instant messages, calendar entries, and any other medium in which information relating to this matter has been recorded or stored.
A. All Calderwood & Harkness Work Product
All memoranda, analyses, review documents, draft agreements, research products, and other attorney work product generated by any team member in connection with Matter No. 1006-00003 must be preserved. This includes, but is not limited to, the following specific items:
Phase I Environmental Site Assessment Review Materials:
• Phase I ESA Review Memorandum — McKeesport Main Plant (dated August 15, 2022)
• Phase I ESA Review Memorandum — Charleroi Specialty Coatings Plant (dated August 18, 2022)
• Phase I ESA Review Memorandum — Clarksburg Resin Blending Facility (dated August 22, 2022)
• Phase I ESA Review Memorandum — Weirton Warehouse & Distribution Center (dated August 25, 2022)
Phase II Environmental Site Assessment Review Materials:
• Phase II Scope of Work Review and Comment Letters for the McKeesport and Clarksburg facilities
• Phase II Results Analysis Memorandum for the McKeesport facility (dated October 14, 2022)
• Vapor Intrusion Risk Assessment Memorandum for McKeesport Building C (dated October 16, 2022)
Comprehensive Diligence Summary and Tracking:
• Comprehensive Environmental Diligence Summary Memorandum (Draft dated October 22, 2022). Note: This memorandum is incomplete. The Clarksburg Phase II results had not been received before the deal pause and therefore were not incorporated. The conclusions section of the draft remains in outline form only. All drafts, notes, and working papers associated with this memorandum must be preserved in their current state.
• Environmental Diligence Status Tracker (last updated October 28, 2022, by Grace Nakamura). This document tracks the status of all diligence workstreams and outstanding items.
Regulatory Compliance Review Materials:
• RCRA Compliance Review Memorandum covering all four facilities, including analysis of EPA Generator IDs: PAD-098-721-445 (McKeesport), PAD-112-583-667 (Charleroi), WVD-054-319-882 (Clarksburg), and the Weirton facility (non-generator status)
• Clean Air Act Compliance Review Memorandum, including analysis of Title V Permit TV-0383-0125 (McKeesport), State-Only Permit 63-00982 (Charleroi), and Registration Permit R13-3201 (Clarksburg)
• Clean Water Act / NPDES Compliance Review Memorandum, including analysis of NPDES Permit PA0025631 (McKeesport)
• EPCRA / TRI / Tier II Reporting Review Memorandum
• Spill History and Enforcement Review Memorandum
Lease and Real Property Materials:
• Clarksburg Lease Environmental Provisions Analysis (Mountainview Properties LLC lease, term: January 1, 2015 through December 31, 2029), including analysis of environmental allocation provisions, consent requirements, and environmental baseline provisions
• Weirton Lease and VRDP Certificate Review (Northern Panhandle Realty Corp. lease, term: March 1, 2018 through February 28, 2028), including analysis of the Voluntary Remediation and Development Program ("VRDP") Certificate of Completion (issued September 2015) and the recorded deed restriction (Hancock County Clerk, Book 487, Page 89)
Transaction Document Drafting and Negotiation Materials:
• Environmental Representations & Warranties drafts, including the Buyer's initial draft of Article IV, Section 4.18 of the Draft Stock Purchase Agreement dated August 12, 2022
• Redline Comparison of Environmental Representations, including the Seller's response received through Hargrove, Dalton & Speer LLP, and any internal analysis or commentary thereon
• Environmental Indemnification and Escrow Provisions drafts, including Crestline's proposal for a $4.0 million escrow, uncapped environmental indemnification, and a seven-year survival period
• Environmental Risk Allocation Negotiation Memorandum (dated October 21, 2022)
Environmental Insurance Materials:
• Comparative Analysis: Environmental Escrow vs. Pollution Legal Liability ("PLL") Insurance
• PLL Insurance Coverage Analysis Memorandum, including the analysis of indicative terms received from Ironclad Specialty Insurance Company ($15 million aggregate limit / $10 million per-occurrence limit, ten-year policy term, $187,500 annual premium, $250,000 self-insured retention)
• PLL Policy Term Sheet Review and Comment Letter
Landlord Consent and Third-Party Real Property Materials:
• Landlord consent letter drafts for the Clarksburg facility (sent to Gerald Boothe, Mountainview Properties LLC)
• Landlord consent letter drafts for the Weirton facility (not sent prior to deal pause)
All drafts, revisions, mark-ups, internal comments, notes, and working papers associated with each of the foregoing items are included within the scope of this preservation obligation.
B. Engagement and Administrative Files
The following engagement and administrative files must be preserved:
• Engagement Letter between Calderwood & Harkness LLP and Crestline Packaging Solutions LLC, dated July 19, 2022
• Conflict Check Memorandum dated July 18, 2022
• Matter Dormancy Memorandum dated November 4, 2022
• This Document Preservation and Hold Notice dated November 4, 2022
• All billing records, time entries, invoices, and disbursement records associated with Matter No. 1006-00003
For reference, total Calderwood & Harkness fees incurred through October 31, 2022 are $218,740, with total disbursements of $4,215. The most recent invoice, Invoice #48217 dated October 31, 2022 in the amount of $67,430, was paid on January 15, 2023. All underlying time entry detail, pre-bill worksheets, and billing narratives must be retained.
C. Correspondence with Client
All letters, emails, memoranda, and other communications with Crestline Packaging Solutions LLC personnel must be preserved, including all communications with the following individuals:
• Derek Huang, General Counsel, Crestline Packaging Solutions LLC
• Patricia Okonkwo, Vice President, Environmental Health & Safety, Crestline Packaging Solutions LLC
• Martin Cavanaugh, Chief Executive Officer, Crestline Packaging Solutions LLC
• Sandra Weiss, Chief Financial Officer, Crestline Packaging Solutions LLC
Without limitation, the following specific items of correspondence are included:
• Letter to Derek Huang — Initial Environmental Diligence Plan (dated July 21, 2022)
• Email to Derek Huang and Patricia Okonkwo — Phase II McKeesport Results and Preliminary Risk Assessment (dated October 12, 2022)
• Email to Vanessa Moretti (Briarwood Capital Partners) and Derek Huang — Deal Pause Status Update (dated November 2, 2022)
This category includes all communications regardless of format — letters, emails, telephone memoranda, meeting notes, and any other written or recorded communications.
D. Correspondence with Briarwood Capital Partners LP
All communications with the private equity sponsor personnel must be preserved, including all communications with:
• Vanessa Moretti, Deal Partner, Briarwood Capital Partners LP
• Elliot Greenberg, Managing Partner, Briarwood Capital Partners LP
• Hugh Bancroft, Operating Partner, Briarwood Capital Partners LP
This includes all emails, letters, memoranda, presentation materials, and any notes of telephone calls or meetings with the foregoing individuals relating in any way to the environmental diligence for the ACC acquisition.
E. Correspondence with TerraVerde Environmental Consulting LLC
All communications with TerraVerde Environmental Consulting LLC, the environmental consulting firm retained by Crestline to perform Phase I and Phase II Environmental Site Assessments, must be preserved. This includes all communications with the following TerraVerde personnel:
• Dr. Nina Sorensen, Principal-in-Charge
• Kevin O'Malley, Project Manager
• Alicia Reyes, Senior Scientist / Phase II Field Lead
In addition, the following specific TerraVerde deliverables and related materials must be preserved:
• All Phase I Environmental Site Assessment reports received from TerraVerde for the McKeesport, Charleroi, Clarksburg, and Weirton facilities
• All Phase II Environmental Site Assessment reports, field notes, sampling logs, analytical data, laboratory reports, and chain-of-custody documentation for both the McKeesport and Clarksburg investigations
• Phase II analytical results for the McKeesport facility, received on October 10, 2022, including without limitation the following key findings:
• Toluene detected in groundwater at monitoring well MW-3 at a concentration of 1,420 µg/L
• Xylene detected in groundwater at monitoring well MW-3 at a concentration of 8,200 µg/L
• Tetrachloroethylene ("PCE") detected in soil at boring SB-7 at a concentration of 3.8 mg/kg
• Lead detected in soil at boring SB-14 at a concentration of 680 mg/kg
• Trichloroethylene ("TCE") detected in sub-slab soil gas beneath Building C at a concentration of 42 µg/m³
• TerraVerde preliminary remediation cost estimate for the McKeesport facility (dated October 18, 2022), which estimated remediation costs in a range of $1.2 million to $2.8 million
• All communications and documentation relating to the Clarksburg Phase II investigation, noting that the analytical results for the Clarksburg facility remain outstanding as of the date of this notice. Soil and groundwater samples collected at the Clarksburg facility were submitted to Keystone Analytical Laboratories Inc. of Monroeville, Pennsylvania on October 7, 2022; analytical results were not received prior to the deal pause.
• TerraVerde invoices (total of $127,500 invoiced through October 2022), broken down as follows:
• Phase I ESAs for four facilities: 4 × $4,500 = $18,000
• Phase II ESA — McKeesport: $72,000
• Phase II ESA — Clarksburg: $37,500
F. Correspondence with Seller's Counsel — Hargrove, Dalton & Speer LLP
All communications with Seller's counsel at Hargrove, Dalton & Speer LLP must be preserved, including all communications with:
• Franklin Speer, Lead Partner
• Megan Trask, Associate
Specific items of correspondence include, without limitation:
• Environmental Document Request List transmitted to Hargrove, Dalton & Speer (dated July 25, 2022)
• Letter regarding Environmental Concerns and Purchase Price Adjustment Request (dated October 20, 2022)
• All Stock Purchase Agreement draft exchanges, redlines, and mark-ups related to environmental representations, warranties, covenants, indemnification provisions, and escrow provisions
• Seller's counterproposal received via email from Hargrove, Dalton & Speer on approximately October 24, 2022, to which Crestline had not responded prior to the deal pause
All attachments, enclosures, and documents transmitted in connection with the foregoing communications are included within the scope of this preservation obligation.
G. Correspondence with Seller's Financial Advisor — Veltrano Partners LLC
Any and all communications with Veltrano Partners LLC relating to environmental matters or purchase price adjustments must be preserved, including communications with:
• Nathan Ashford, Managing Director
• Kelly Buchanan, Vice President
H. Correspondence with Environmental Insurance Parties
All communications relating to the evaluation, procurement, or placement of pollution legal liability insurance must be preserved, including:
• All communications with Whitfield & Calder Insurance Advisors LLC, the insurance broker engaged to explore PLL coverage options, including communications with Douglas Whitfield, Senior Vice President, and Lauren Petrov, Account Executive
• The Insurance Submission Package Transmittal Letter (dated approximately October 5, 2022) and all supporting materials submitted to prospective insurers
• All communications with or relating to Ironclad Specialty Insurance Company, the carrier that provided a non-binding indication of interest for PLL coverage, including communications with Sean McAllister, Underwriter
• The PLL term sheet issued by Ironclad Specialty and all related documentation, analyses, and correspondence
I. Correspondence with Acquisition Lender — Commonwealth National Bank, N.A.
Any and all communications with Commonwealth National Bank, N.A. relating to the environmental condition contained in the commitment letter, environmental diligence requirements, or any other environmental matters pertaining to the proposed acquisition must be preserved. This includes, without limitation, all communications with Victoria Chen, Managing Director.
J. Environmental Records Received from ACC / Seller
All documents produced by ACC or by Hargrove, Dalton & Speer LLP on behalf of the Seller in response to Calderwood & Harkness's environmental document requests must be preserved. This is a substantial body of documentation and includes, without limitation, the following categories of records:
• Environmental permits, permit applications, and compliance certifications for all four ACC operating facilities
• RCRA hazardous waste manifests, biennial hazardous waste reports, and inspection records
• Air emission reports, emission inventories, and Title V compliance records
• NPDES Discharge Monitoring Reports
• Toxic Release Inventory ("TRI") Form R filings, including 2021 reporting year data reflecting toluene releases of 12,400 pounds and xylene releases of 8,700 pounds
• Tier II hazardous chemical inventory reports filed with the Allegheny County Local Emergency Planning Committee ("LEPC")
• Spill and release reports, including reports relating to the June 14, 2017 xylene spill and the February 3, 2020 epoxy hardener release
• Remediation records, including the 1994 filing under Pennsylvania's Land Recycling and Environmental Remediation Standards Act (Act 2), the No Further Action ("NFA") letter issued in May 2001, the 2012 underground storage tank ("UST") removal at the Clarksburg facility, and the West Virginia Department of Environmental Protection ("WV DEP") closure letter dated March 2013
• Asbestos Operations & Maintenance Plan (dated September 2019), documenting asbestos-containing materials ("ACM") in McKeesport Buildings A and B, including approximately 2,400 linear feet of pipe insulation and approximately 14,000 square feet of floor tiles in Building A, with estimated abatement costs of $180,000 to $310,000
• Lead-based paint survey (2019) for the McKeesport office building, with estimated abatement costs of $45,000 to $85,000
• UST registration records, closure documentation, and related correspondence
• Prior environmental assessments, reports, and studies conducted at any of the four facilities
• Correspondence with the Pennsylvania Department of Environmental Protection ("PA DEP") and the West Virginia Department of Environmental Protection ("WV DEP")
• Institutional control and deed restriction records, including the recorded restriction at the Clarksburg facility (Harrison County Clerk, Book 1245, Page 312) and the recorded restriction at the Weirton facility (Hancock County Clerk, Book 487, Page 89)
K. Electronic Files
All electronic files and data associated with Matter No. 1006-00003 must be preserved, including but not limited to:
• All files stored on Calderwood & Harkness's document management system under Matter No. 1006-00003, regardless of file type, creation date, or authorship
• All emails — sent, received, and drafted — in any team member's email account (including inbox, sent items, deleted items, drafts, and any personal folders) relating to this matter, whether involving internal or external parties
• All drafts, revisions, tracked changes versions, and associated metadata for any document described in this notice
• All legal research files, including Westmark Data Systems research sessions and results (total Westmark Data Systems disbursements of $2,180 were incurred during the engagement)
• All spreadsheets, tracking documents, checklists, work papers, and other analytical tools created in connection with this matter
• Any files stored on local drives, portable storage devices, or personal devices by any team member relating to this matter
L. Physical Documents
All physical documents and tangible materials relating to Matter No. 1006-00003 must be preserved, including but not limited to:
• Any hard-copy files maintained in team members' offices, work areas, or in firm filing rooms related to this matter
• Any physical site photographs, maps, survey documents, or other tangible materials relating to any of the four ACC facilities
• Any printed reports, handwritten notes, or other physical materials from the October site visit to the McKeesport facility (for which a travel disbursement of $1,435 was incurred)
• Any binders, folders, or file boxes containing materials assembled in connection with this matter
IV. Preservation Obligations and Instructions
A. Immediate Actions Required
Each team member must take the following actions promptly upon receipt of this notice:
1. Confirm Receipt. Each team member must immediately confirm receipt of this Document Preservation and Hold Notice by sending an email to both Beatrice Holloway (bholloway@calderwoodharkness.com) and Simone Estrada (sestrada@calderwoodharkness.com) stating that the notice has been received and read in its entirety. Confirmations are due no later than 5:00 PM EST on November 7, 2022.
2. Secure Materials. Each team member must take affirmative steps to identify, locate, and secure all materials described in Section III that are within their custody, possession, or control. This includes reviewing email accounts, local file storage, desk files, and any other location where matter-related materials may be found. Any materials stored in locations outside of the firm's document management system (such as local hard drives, personal devices, or desk drawers) should be identified and reported to Simone Estrada so that appropriate preservation measures can be implemented.
3. No Deletion or Destruction. No documents, files, communications, or other materials relating to Matter No. 1006-00003 may be deleted, destroyed, discarded, modified, overwritten, or removed from firm systems without prior written authorization from Beatrice Holloway or James Prentice. This prohibition applies regardless of whether the material in question is a final work product, a preliminary draft, internal commentary, or routine administrative correspondence.
B. Suspension of Routine Destruction
Any routine document retention or destruction policies, schedules, or protocols that would otherwise apply to materials associated with Matter No. 1006-00003 are hereby suspended for the duration of this hold. This suspension applies to, without limitation:
• Automatic email purge schedules, including any auto-deletion of emails from deleted items folders or archive folders after a specified retention period
• Periodic file clean-up protocols applicable to associate or paralegal work files
• Routine disposition of duplicate or superseded drafts
• Any other scheduled or discretionary destruction routines that might otherwise result in the loss of matter-related materials
The suspension of routine destruction policies shall remain in effect until this hold is formally released in writing by the undersigned or by James Prentice.
C. Electronic Systems
The Calderwood & Harkness IT Department and Records Management Department are hereby directed to implement a litigation-style hold on all electronic files, emails, and data associated with Matter No. 1006-00003 across all relevant servers, backup systems, archival systems, and any other electronic storage media maintained by the firm. Specifically:
• No auto-deletion, archival migration, or routine purging of electronic files or emails associated with Matter No. 1006-00003 may occur without the express written authorization of Beatrice Holloway or James Prentice.
• Backup tapes or other backup media that contain data relating to this matter must be preserved and must not be overwritten, recycled, or destroyed.
• The IT Department is requested to confirm implementation of the electronic hold by email to the undersigned within five business days of receipt of this notice.
D. Departing Personnel
In the event that any team member named in this notice departs Calderwood & Harkness LLP, transfers to a different office or practice group, or otherwise ceases to be actively involved with this matter during the hold period, that individual must, prior to departure or transition:
1. Notify Beatrice Holloway and Simone Estrada of the anticipated departure or transition;
2. Coordinate with the Records Management Department to ensure that all materials within that individual's custody, possession, or control are properly identified, transferred, and preserved; and
3. Confirm in writing that all matter-related materials have been accounted for and turned over.
No departing or transitioning team member may delete, remove, or destroy any materials relating to Matter No. 1006-00003 in connection with their departure or transition without prior written authorization from the undersigned.
V. Duration of Hold
This document preservation hold remains in effect indefinitely until one of the following events occurs:
1. Matter Resumed. The matter is formally resumed, at which time a new directive will be issued regarding ongoing document management, work product handling, and team assignments for the reactivated engagement.
2. Matter Formally Closed. The matter is formally closed, at which time a separate records retention directive will be issued specifying the applicable retention period for closed-matter files in accordance with Calderwood & Harkness's Records Retention Policy and any applicable professional responsibility requirements under the Ohio Rules of Professional Conduct and the rules of any other relevant jurisdiction.
3. Superseding Notice. A superseding written notice is issued by Beatrice Holloway or James Prentice modifying, narrowing, or releasing this hold in whole or in part.
No team member may assume that this hold has been lifted, modified, or released based on the passage of time alone, the expiration of the exclusivity period, or the informal termination of the proposed transaction. An affirmative written release from Beatrice Holloway or James Prentice is required before any materials subject to this hold may be deleted, destroyed, or disposed of.
VI. Contact for Questions
Any questions regarding the scope, application, interpretation, or implementation of this Document Preservation and Hold Notice should be directed to one of the following individuals:
Beatrice Holloway, Partner Calderwood & Harkness LLP Direct: (216) 555-4218
Email: bholloway@calderwoodharkness.com
(Questions regarding substantive scope, legal issues, or client matters)